UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 333-59114
TIME ASSOCIATES, INC.
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(Exact name of small business issuer as specified in charter)
Nevada 33-0730042
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1580 N. Batavia #2, Orange, California 92867
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(Address of principal executive offices) (Zip Code)
714-288-5901
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(Issuer's Telephone number, including area code)
N/A
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(Former name, former address, and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports,), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a larger accelerated filer, an
accelerated filer , a non-accelerated filer, or a smaller reporting company. See
the definitions of "larger accelerated filer" and "smaller or a smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated Filer [ ] Accelerated filer [ ]
Non-accelerated filer[ ](Do not check if a smaller reporting company)
Smaller reporting company[X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes[ ] No [X]
Indicate the number of shares of the registrant's common stock outstanding of
each of the insurer's common stock, as of the latest practicable date. As of
September 30, 2009: 24,398,040 shares.
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Consolidated Balance Sheets 4
(b) Consolidated Statements of Operations 5
(c) Consolidated Statement of Shareholders' Equity (deficit) 6
(d) Consolidated Statements of Cash Flows 7
(e) Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 11
Item 4T. Controls and Procedures 12
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6.
SIGNATURES AND CERTIFICATES 14
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements of Time Associates, Inc. (the
"Company"), have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q. Accordingly, these financial statements may not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
fiscal year ending June 30, 2008. In the opinion of management, the accompanying
unaudited financial statements contain all adjustments necessary to fairly
present the Company's financial position as of September 30, 2009 and its
results of operations and its cash flows for the three months ended September
30, 2009 and 2008.
3
TIME ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEET
September 30, 2009
September 30, June 30,
(Unaudited) 2009
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CURRENT ASSETS
Cash and Cash equivalents $ 176,346 $ 170,300
Accounts Receivable 19,004 21,184
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Total current assets 195,350 191,484
Fixed assets,
Net Fixed Assets 11,834 13,745
Net of accumulated depreciations -- --
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Total Fixed Assets 11,834 13,745
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$ 207,183 $ 205,229
TOTAL ASSETS ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,419 $ 24,587
Accounts payable - related parties 129,469 129,469
Accounts payable - credit line 18,256 19,120
Note Payable - Employee 50,000 50,000
Accrued expenses 911 911
Capital Lease Obligations -- 2,335
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Total Current Liabilities 222,055 224,087
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TOTAL LABILITIES $ 222,055 $ 224,087
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MINORITY INTEREST 1,436 1,376
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STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 200,000 shares
Authorized, none issued and outstanding
Common stock, authorized, 200,000,000 shares,
$.001 par value, and 24,398,040 issued and outstanding,
24,398 24,398
Additional Paid-in Capital 195,957 195,957
Retained earnings (deficit) (236,663) (240,589)
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Total stockholders' equity (16,308) (20,234)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 207,183 $ 205,229
========== ==========
See notes to consolidated financial statements
4
TIME ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS AS SHOWN
(Unaudited)
3 Months Ended
September 30:
2009 2008
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Revenue:
Marketing income $ 158,100 $ 124,632
Loan income -- --
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Total Revenue 158,100 124,632
Expenses:
General & marketing expense 136,085 125,961
General and administrative 17,748 4,474
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Total expenses 153,833 130,435
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Gain (Loss) from Operations 4,267 (5,803)
Other Income (Expense)
Interest Expense (473) (2,637)
Interest Income 191 --
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Income (Loss) before provision
For income tax $ 3,985 $ (8,440)
============ ============
Loss per common share, basic and diluted $ * $ *
============ ============
Weighted average common shares outstanding 24,398,040 23,936,915
============ ============
* Less than $.01 value
See notes to consolidated financial statements
5
TIME ASSOCIATES, INC.
Consolidated Statements of Stockholders' Equity (Deficit)
Common Stock Additional Retained Total
---------------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
----------- ----------- ----------- ----------- -----------
Balance - June 30, 2007 22,817,040 $ 22,817 $ 132,031 $ (142,275) $ 12,573
Minority interest adjustment (19,793) (19,793)
----------- ----------- ----------- ----------- -----------
Re-stated Balance - June 30, 2007 22,817,040 $ 22,817 $ 112,238 $ (142,275) $ (7,220)
Issuance of stock for services 1,581,000 1,581 83,719 85,300
Net Loss for Year (88,645) (88,645)
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Balance June 30, 2008 24,398,040 24,398 195,957 (230,910) $ (10,555)
Net Loss for Year (9,679) (9,679)
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Balance June 30, 2009 24,398,040 24,398 195,957 (240,589) $ (20,234)
Net Profit for the period. -- -- -- 3,985 3,985
----------- ----------- ----------- ----------- -----------
Balance March 31, 2009 24,398,040 24,398 195,957 (236,604) $ (16,249)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
6
TIME ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
CASH FLOWS FROM OPERATING ACTIVITIES 2009 2008
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Net income $ 3,985 $ (8,440)
Adjustments to reconcile net loss to net cash
used in operating activities -- --
Depreciation and amortization 1.912 1,200
Issuance of stock for Compensation -- --
(Increase) in Accounts Receivable 1,193 (3,700)
Increase (decrease) in Accounts payable (1,168) (25,333)
Increase (decrease) in Accounts payable- related party -- (4,857)
Increase (decrease) in Accrued Liabilities -- 45,643
Capital One Credit Line (864) --
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Net cash used by operations 5,057 4,513
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of stock for cash --
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Net cash provided by financing activities --
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Net Increase in Cash and Cash Equivalent 5,057 4,513
Cash and Cash Equivalents at Beginning of Period 170,301 267,141
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Cash and Cash Equivalents at End of Period $ 175,358 $ 272,654
========= =========
NON-CASH TRANSACTIONS
Common stock issued in exchange for services $ -- --
========= =========
See notes to consolidated financial statements
7
TIME ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
On August 4, 2000, Time Lending, California, Inc., a Nevada corporation
(Time-Nevada) was created for the sole purpose of effecting a merger of Time
Lending, California, Inc., a California corporation (Time-California), with
and into Time - Nevada.
Time Lending, California is a real estate loan broker licensed under the
California Department of Real Estate. On December 4, 2000, Time Lending,
California, Inc., a California corporation (Time - California) and Time Lending,
California, Inc., a Nevada corporation (Time - Nevada), entered into a merger
agreement with Time-Nevada as the surviving corporation. Investments in
subsidiaries are at cost and inter-company transactions are eliminated. The
subsidiaries (Time Management, Inc.) (Time Marketing Associates, Inc.) (Tenth
Street, Inc.), are owned, 50% by Time Lending California, Inc. and 50% by
stockholders per agreement. The stockholders of Time Lending are the officers
and stockholders of the subsidiaries. The entirety of the subsidiaries'
activities are consolidated due to the complete control of the subsidiaries by
the parent corporation Time-Nevada through mutual officers and directors, and
due to identical stockholder ownership.
On March 16, 2009 Time Lending California, Inc. was renamed Time Associates,
Inc. with the approval of the Board of Directors and written consent of a
majority of share holders
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
8
TIME ASSOCIATES, INC. (FORMERLY TIME LENDING, CALIFORNIA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Fiscal year
The Company employs a fiscal year ending June 30.
Income tax
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carry forwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
9
TIME ASSOCIATES, INC. (FORMERLY TIME LENDING, CALIFORNIA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Revenue recognition
Marketing Income is from direct mail and telemarketing marketing projects and is
recorded when the project is completed and shipped. Prices are agreed between
the Company and its customer at the time of the order. Shipment is usually
within 3-5 days from ordering.
Loan Fees are primarily mortgage origination fees for loans processed by the
Company for its clients and various mortgage lenders. Revenue is recorded at the
time of mortgage closing.
Real Estate Sales of income is fees for Company receiving fees as a Real Estate
Agent and are recorded at the time the sale is closed.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight
line method over each item's estimated useful life.
Financial Instruments
The carrying value of the Company's financial instruments, including cash and
cash equivalents and accrued payables, as reported in the accompanying balance
sheet, approximates fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are recorded
based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration received
or the fair value of the equity instrument, whichever is more reliably
measurable.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
Results Of Operations
Time Associates, Inc.(formally Time Lending California, Inc.) was formerly the
wholly-owned, operating subsidiary of Time Financial Services, Inc., a Nevada
corporation. A share exchange transaction pursuant to the share exchange
agreement signed between Time Financial Services, Inc. and Interruption
Television, Inc., a Nevada corporation, was completed on July 20, 2000. As a
part of that transaction, Time Lending, California, Inc. was sold to the
management (comprised of Messrs. Pope and La Puma) and all Time Financial shares
held by Time Lending, California, Inc. were cancelled.
We became independently owned on July 20, 2000 following the share exchange
transaction described above. Up to that date we were the only operating,
wholly-owned subsidiary of Time Financial Services, Inc. and all financial
statements reported by Time Financial Services, Inc. were consolidated
statements of which Time Lending, California represented 100% of the operating
activities.
Company Overview
Time Associates, Inc. is now in business marketing with direct mail for mortgage
broker to originate first and second loans secured by real estate through deeds
of trust and mortgages. In addition, Time Associates telemarkets for insurance
brokers. Time Associates has three subsidiaries. Time Marketing Associates,
Inc., a Nevada corporation, which is engaged in the business of direct mail
marketing. Time Marketing's mailing piece generates mortgage leads for mortgage
broker and lender clients across the country. Tenth Street Inc., a Nevada
corporation, is engaged in the business of brokering mailing lists for direct
mail. This business compliments Time Marketing by selling targeted mailing lists
to Time Lending and its clients.
Time Management Inc., a Nevada corporation, is engaged in the business of
managing real estate properties owned by Time Associates. The Company no longer
owns any real property.
Three months ended September 30, 2009 compared to three months ended September
30, 2008 (Unaudited).
During the three months ended September 30, 2009, the mortgage market has begun
to hit bottom as reported by the Mortgage Bankers Association of America. With
the demise of the sub-prime market the direct mail marketing segment, which is
targeted to mortgage brokers, came to a near standstill. Loan commissions
declined as the mortgage secondary market was in disarray. Time Associates
stopped doing real estate loans. Through its Signature Marketing D.B.A. Time
Marketing continued it growth into the insurance agency telemarketing business.
Signature Marketing creates expiration date lists and appointments for
independent insurance agents. Signature Marketing still produces mailings for
Mortgage Companies that are offering FHA loans to homeowners.
Total income for the three months ended September 30, 200 was $158,100 an
increase of 26.8%, or $33,468, compared to the $124,632 for the three months
ended September 30, 2008.
11
Expenses. Total expenses increased 17.9% or $23,398 to $153,833 for the three
months ended September 30, 2009, compared to $130,435 for the three months ended
September 30, 2008. Most of the increase was the result of increased marketing
sales cost.
Net profit/(loss) before tax. The (loss) for the three months ended September
30, 2009 was $3,985, an increase of 147.0%, or $12,425 compared to a loss of ($
8,440) for the three months ended September 30, 2008.
Marketing segment. The marketing segment is the preparation and mailing of
direct mail advertising for the mortgage industry, mostly medium to small
mortgage companies. In addition, it covers the telemarketing services to
independent insurance agents. This represented 100% 0f revenues for this
quarter.
Expenses. 100 % of expenses for this segment were attributed to this segment for
the three months ended September 30, 2009.
Profit (Loss) contribution. 100% of the Profit (Loss) contribution was from the
marketing segment.
Lending segment. There was no revenue for this segment this quarter.
Real estate segment. There was no revenue for this segment this quarter.
Management segment. This segment is property management and other income
including miscellaneous consulting fees. There was no revenue for this segment
for this quarter.
ITEM 4T - Controls and Procedures
The Company has disclosure controls and procedures (as defined in Rules 13a-14
and 15d-14 under the Securities Exchange Act of 1934, as amended) to ensure that
material information contained in its filings with the Securities and Exchange
Commission is recorded, processed, summarized and reported on a timely and
accurate basis. Based on such evaluation, the Company's principal executive
officer and principal financial officer have concluded that the Company's
disclosure controls and procedures are effective at ensuring that material
information is recorded, processed, summarized and reported on a timely and
accurate basis in the Company's filings with the Securities and Exchange
Commission. Since such evaluation there have not been any significant changes in
the Company's internal controls, or in other factors that could significantly
affect these controls.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the quarter ended September 30, 2009, there were no changes in our
internal controls that have materially affected or are reasonably likely to have
materially affected our internal control over financial reporting.
Our management, including the Chief Executive Officer and Chief Financial
Officer, does not expect that our disclosure controls and procedures or our
internal control over financial reporting will prevent all errors and all fraud.
A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the company have been detected.
12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
On October 15, 2008, the Board of Directors of Time Lending, California, Inc.
(the "Registrant") accepted the resignation of Jasper + Hall PC as its auditors.
The Board of Directors of the Registrant accepted approved the appointment of
Ronald R. Chadwick, P.C, Certified Public Accountant, 2851 South Parker Road,
Suite 720, Aurora, Colorado 80014, as its new auditors. The Registrant does not
have an audit committee other than the members of the Board of Directors.
The 2008 financial statement were re audited and Restatement was filed in the 10
K filed for period ended June 03, 2009
During the Registrant's fiscal years 2008-2009 audit, and during the interim
period there have been no past disagreements between the Registrant and Ronald
R. Chadwick, P.C., on any matter of accounting principles or practices,
financial statement disclosure or auditing, scope or procedure.
The audit reports provided by the Registrant's auditors, Ronald R. Chadwick,
P.C., for the fiscal years ended June 30, 2008 did not contain any adverse
opinion or disclaimer of opinion nor was any report modified as to uncertainty,
audit scope or accounting principles.
During the two most recent fiscal years and through the date hereof, neither the
Registrant nor any one on behalf of the Registrant has consulted with Ronald R.
Chadwick, P.C regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or any other matters
or reportable events required to be disclosed under Items 304 (a) (2) (i) and
(ii) of Regulation S-B.
ITEM 6
(a) Exhibits
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Exhibit No. Description
----------- -----------
Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
13
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: November 16, 2009 TIME LENDING, CALIFORNIA, INC.
By: /s/ Michael F. Pope
-------------------------------------
Michael F. Pope
President
By: /s/ Philip C. La Puma
-------------------------------------
Philip C. La Puma
Treasurer (Chief Financial Officer)
and Secretary
14